AMENDMENT NO. 1
to the
TRANSACTION AGREEMENT
by and among
CSX CORPORATION,
CSX TRANSPORTATION, INC.,
NORFOLK SOUTHERN CORPORATION
NORFOLK SOUTHERN RAILWAY COMPANY,
CONRAIL INC.,
CONSOLIDATED RAIL CORPORATION
and
CRR HOLDINGS LLC
Dated as of June 10, 1997
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 dated as of August 22, 1998 is by and
among CSX CORPORATION, a Virginia corporation ("CSX"), CSX
TRANSPORTATION, INC., a Virginia corporation, for itself and on
behalf of its controlled Subsidiaries (collectively, "CSXT"),
NORFOLK SOUTHERN CORPORATION, a Virginia corporation ("NSC"),
NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation, for
itself and on behalf of its controlled Subsidiaries
(collectively, "NSR"), CONRAIL INC., a Pennsylvania corporation,
for itself and on behalf of its controlled Subsidiaries
(collectively, "CRR"), CONSOLIDATED RAIL CORPORATION, a
Pennsylvania corporation ("CRC"), and CRR HOLDINGS LLC, a
Delaware limited liability company ("CRR Parent").
WHEREAS, CSX, CSXT, NSC, NSR, CRR, CRC and CRR Parent have
entered into that certain Transaction Agreement dated as of June
10, 1997 (the "Agreement").
WHEREAS, The Parties to the Agreement have determined to
amend the Agreement to increase the size of the Board of
Directors of CRC under the Agreement as set forth herein.
Accordingly, the parties agree as follows:
SECTION 1. Definitions. Capitalized terms used in this
Amendment and not defined herein shall have the meanings assigned
to such terms in the Agreement.
SECTION 2. Amendments of the Agreement. The Agreement is
hereby amended pursuant to and in compliance with Section 11.1 as
set forth below:
(a) The text of subsection 4.2(a) is hereby deleted in
entirety and the following substituted therefor:
"Following the Control Date, the business and affairs
of CRC shall be managed under the direction of the CRC
Board consisting of eight persons divided into two
classes of four directors. Four directors shall be
designated by CSX (the "CSX Directors") and four
directors shall be designated by NSC (the "NSC
Directors")."
SECTION 3. Effectiveness. This Amendment shall become
effective as of August 22, 1998 (the "Amendment Date").
SECTION 4. Integration; Confirmation. On and after the
Amendment Date, each reference in the Agreement to "this
Agreement," "herein," "hereunder" or words of similar import, and
each reference in any Note or other document delivered in
- 2-
connection with the Agreement shall be deemed to be a reference
to the Agreement as amended by this Amendment, and the Agreement
as so amended shall be read as a single integrated document.
Except as specifically amended by this Amendment, all other terms
and provisions of the Agreement shall continue in full force and
effect and unchanged and are hereby confirmed in all respects.
SECTION 5. Counterparts. This Amendment may be signed in
any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were
upon the same instrument.
SECTION 6. Governing Law. This Amendment shall be
construed in accordance with and governed by the law of the State
of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
CSX CORPORATION
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President -
Finance and Chief Financial
Officer
CSX TRANSPORTATION, INC.
(for itself and on behalf of its
controlled Subsidiaries)
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President -
Finance and Chief Financial
Officer
NORFOLK SOUTHERN CORPORATION
By: /s/ S. C. Tobias
Name: S. C. Tobias
Title: Vice Chairman and Chief
Operating Officer
- 3 -
NORFOLK SOUTHERN RAILWAY COMPANY
(for itself and behalf of its controlled
Subsidiaries)
By: /s/ S. C. Tobias
Name: S. C. Tobias
Title: Vice President and Chief
Operating Officer
CONRAIL INC. (for itself and on behalf
of its controlled Subsidiaries)
By: /s/ Xxxxxxx X'Xxxxx
Name: Xxxxxxx X'Xxxxx
Title: President
CONSOLIDATED RAIL CORPORATION
By: /s/ Xxxxxxx X'Xxxxx
Name: Xxxxxxx X'Xxxxx
Title: President
CRR HOLDINGS LLC
By: /s/ S. C. Tobias
Name: S. C. Tobias
Title: Vice President
- 4 -
